STANDARD COMMERCIAL LEASE CONTRACT
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Georgia Lease
XX XxXxxxx Realty Co., inc.
THIS LEASE, made this 17th day of April 1995, by and between Xxxxxx X.
Xxxxxx, P.C., first party, (hereinafter called "Landlord"); and American Medical
Alert Corp., second party, (hereinafter called "Tenant"); and LaVISTA REALTY
CO., INC., third party, (hereinafter called "Agent");
W I T N E S S E T H:
Premisese 1. The Landlord, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned,
reserved, and contained, to be paid, kept and performed by the
Tenant, has leased and rented, and by these presents does lease
and rent, unto the said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter
appear, the following described property (hereinafter called
premises), to wit: that office space on the second floor of the
building located at 000 Xxxxxx Xxxxxx, Xxxxxxx, XxXxxx Xxxxxx,
Xxxxxxx, now known as Suite 200, to be known as Suite 203 per
schetch attached. and being known as ___________________
No easement for light or air is included in the premises.
Term 2. To have and to hold the same for a term of twenty-four
(24) months beginning on the lst day of May, 1995 and ending on
the 31st day of April 1997, at midnight, unless sooner terminated
as hereinafter provided.
Rental 3. Tenant agrees to pay Landlord, by payments to LaVista
Realty Co., Inc. Agent of Landlord, who negotiated this lease, at
office of Agent in ___________ Georgia, promptly on the first day
of each month in advance, during the term of this lease, a
monthly rental of one thousand three hundred ninety-one and
20/100 ($1,391.20) dollars payable in advance. Agent's
Agent's 4. The commission to be paid in connection with this
Commission transaction has been negotiated between Landlord and Agent and
Landlord agrees to pay Agent, as compensation for services
rendered in procuring this lease, $244.80 + 6% and Landlord, with
consent of Tenant, hereby assigns to Agent aforesaid commission.
If the term of this lease is extended, or if new lease is entered
into between Landlord and Tenant covering leased premises, or any
part thereof, or covering any other premises as an expansion of,
or substitute for, the premises herein leased, then in either of
said events, Landlord, in consideration of Agent's having
procured Tenant hereunder, agrees to pay Agent six % (6%), under
such extension, amendment, or new lease. Agent agrees that, in
the event Landlord sells leased premises, and upon Landlord's
furnishing Agent with an agreement signed by Purchaser assuming
Landlord's obligations to Agent under these lease, Agent will
release original Landlord from any further obligations to Agent
hereunder. Tenant agrees that if this lease is validly assigned
by him that he will secure from assignee an agreement in writing
by assignee recognizing assignment held by Agent and agreeing to
pay rental to Agent herein named during the term of this lease.
Agent is a party to this contract solely for the purpose of
enforcing his rights under this paragraph and it is understood by
all parties hereto that Agent is acting solely in the capacity as
agent for Landlord, to whom Tenant must look as regards all
covenants, agreements and warranties herein contained, and that
Agent shall never be liable to Tenant in regard to any matter
which may arise by virtue of this lease. Voluntary cancellation
of this lease shall not nullify Agent's right to collect the
commission due for the remaining term of this lease. In the event
that the premises is condemned, or sold under threat of and in
lieu of condemnation, Agent shall, on the date or receipt by
Landlord of the condemnation award or sale proceeds, be paid
Agent's commission, reduced to its present cash value at the then
existing legal rate of interest, which would otherwise be due to
end the term contracted for under paragraph 2 above.
Purchase of 5. In the event that tenant acquires title to the leased
Property premises at any time during the term of this lease, any renewals
by Tenant thereof, or within six months after the expiration of the term
hereof or the extended term hereof, then Landlord shall pay Agent
a commission on the sale of the property of the Landlord in lieu
of any additional rental commissions. Such sales commission, as
negotiated between parties, is to be N/A
Utility Bills
Use of 7. Premises shall be used for Medical Alert Center purposes
Premises and no other. Premises shall not be used for any illegal
purposes; nor in any manner to create any nuisance or trespass;
nor in any manner to vitiate the insurance or increase the rate
of insurance on premises.
Abandonment 8. Tenant agrees not to abandon or vacate leased premises
of Leased during the period of this lease, and agrees to use said premises
Premises for purpose herein until the expiration hereof.
Repairs by 9. Landlord agrees to keep in good repair the roof,
Landlord foundations, and exterior walls of the premises (exclusive of all
glass and exclusive of all exterior doors), and underground
utility and sewer pipes outside the exterior walls of the
Building, except repairs rendered necessary by the negligence of
Tenant, its agents, employees, or invitees. Landlord give to
Tenant exclusive control of premises and shall be under no
obligation to inspect said premises. Tenant shall promptly report
in writing to Landlord any defective condition known to it which
Landlord is required to repair, and failure
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to so report such defects shall make Tenant responsible to
Landlord for any liability incurred by Landlord by reason of such
defects.
Repairs by 10. Tenant accept as the leased premises in their present
Tenant condition and as suited for the uses intended by Tenant. Tenant
shall, throughout the initial term of this lease and all renewals
thereof, at its expense, maintain in good order and repair the
leased premises, including the building and other improvements
located thereon, except those repairs expressly required to be
made by Landlord. Including the mowing of grass, paving, care of
shrubs and general landscaping. Tenant agrees to return said
premises to Landlord at the expiration, or prior to termination,
of this lease in as good condition and repair as when first
received, natural wear and tear, damage by storm, fire,
lightning, earthquake or other casualty alone excepted.
Elevators, (if any), are accepted by Tenant as in
satisfactory operating condition on this date, and Tenant, at his
own expense, shall maintain said elevators in good operating
condition during the term of this lease, or any extension
thereof.
Tax
Escalation
N/A
Destruction 12. If premises are totally destroyed by storm, fire,
or Damage to lightning, earthquake or other casualty, this lease shall
Premises terminate as of the date of such destruction, and rental shall be
accounted for as between Landlord and Tenant as of that date. If
premises are damaged but not wholly destroyed by any such
casualties, rental shall xxxxx in such proportion as use of
premises has been destroyed, and Landlord shall restore premises
to substantially the same condition as before damage as speedily
as practicable, whereupon full rental shall recommence.
Indemnity 13. Tenant agrees to indemnify and save harmless the
Landlord against all claims for damages to persons or property by
reason of the use of occupancy of the leased premises, and all
expenses incurred by Landlord because thereof, including
attorneys' fees and court costs.
Governmental 14. Tenant agrees, at his own expense, to promptly comply
Orders with all requirements of any legally constituted public authority
made necessary by reason of Tenant's occupancy of said premises.
Landlord agrees to promptly comply with any such requirements if
not made necessary by reason of Tenant's occupancy. It is
mutually agreed, however, between Landlord and Tenant, that if in
order to comply with such requirements, the cost to Landlord or
Tenant, as the case may be, shall exceed a sum equal to one
year's rent, then Landlord or Tenant who is obligated to comply
with such requirements is privileged to terminate this lease by
giving written notice of termination to the other party, by
registered mail, which termination shall become effective sixty
(60) days after receipt of such notice, and which notice shall
eliminate necessity of compliance with such requirements by party
giving such notice unless party receiving such notice of
termination shall, before termination become effective, pay to
party giving notice all cost of compliance in excess of one
year's rent, or secure payment of said sum in manner satisfactory
to party giving notice.
Condemnation 15. If the whole of the leased premises, or such portion
thereof as will make premises unusable for the purposes herein
leased, be condemned by any legally constituted authority for any
public use of purpose, then in either of said events the term
hereby granted shall cease from the date when possession thereof
is taken by public authorities, and rental shall be accounted for
as between Landlord and Tenant as of said date. Such termination,
however, shall be without prejudice to the rights of either
Landlord or Tenant to recover compensation and damage caused by
condemnation from the condemnor. It is further understood and
agreed that neither the Tenant nor Landlord shall have any rights
in any award made to the other by any condemnation authority
notwithstanding the termination of the lease as herein provided.
Landlord agrees to pay to Agent, from the award made to Landlord
under condemnation, the balance of lease commissions, reduced to
then present cash value, as provided in paragraph 4 hereof, and
agent may become a party to the condemnation proceeding for the
purposes of enforcing its rights under this paragraph.
Assignment 16. Tenant may sublease portions of the leased premises to
and others provided such sublessee's operations is a part of the
Subletting general operation of Tenant and under the supervision and control
of Tenant, and provided such operation is within the purposes for
which said premises shall be used. Except as provided in
preceding sentence, Tenant shall not, without the prior written
consent of Landlord endorsed hereon, assign this lease or any
interest hereunder, or sublet premises or any part thereof, or
permit the use of premises by any party other than Tenant.
Consent to any assignment or sublease shall not destroy this
provision, and all later assignments or subleases shall be made
likewise only on the prior written consent of Landlord. Assignee
of Tenant, at option of Landlord, shall become directly liable to
Landlord for all obligations of Tenant hereunder, at option of
Landlord, shall become directly liable to Landlord for all
obligations of Tenant hereunder, but no sublease or assignment by
Tenant shall relieve Tenant of any liability hereunder.
Removal of 17. Tenant may (if not in default hereunder) prior to the
Fixtures expiration of this lease, or any extension thereof, remove all
fixtures and equipment which he has placed in premises, provided
Tenant repairs all damage to premises caused by such removal.
Cancellation 18. It is mutually agreed that in the event the Tenant shall
of Lease by default in the payment of rent, including additional rent, herein
Landlord reserved, when due, and fails to cure said default within five
(5) days after written notice thereof from Landlord; or if Tenant
shall be in default in performing any of the terms or provisions
of this lease other than the provision requiring
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the payment of rent, and fails to cure such default within
thirty (30) days after the date of receipt of written notice
default from Landlord; or if Tenant is adjudicated bankrupt; or
if a permanent receiver is appointed for Tenant's property and
such receiver is not removed within sixty days after written
notice from Landlord to Tenant to obtain such removal; or if,
whether voluntarily or involuntarily, Tenant takes advantage of
any debtor relief proceedings under any present or future law,
whereby the rent or any part thereof is, or is proposed to be,
reduced or payment thereof deferred; or if Tenant makes an
assignment for benefit of creditors; or if Tenant's effects
should be levied upon or attached under process against Tenant,
not satisfied or dissolved within thirty (30) days after written
notice from Landlord to Tenant to obtain satisfaction thereof;
then, and in any of said events, Landlord at his option may at
once, or within six (6) months thereafter (but only during
continuance of such default or condition), terminate this lease
by written notice to Tenant; whereupon this lease shall end.
After an authorized assignment or subletting of the entire
premises covered by this lease, the occurring of any of the
foregoing defaults or events shall affect this lease only if
caused by, or happening to, the assignee or sublessee. Any notice
provided in this paragraph may be given by Landlord, or his
attorney, or Agent herein named. Upon such termination by
Landlord, Tenant will at once surrender possession of the
premises to Landlord and remove all of Tenant's effects
therefrom; and Landlord may forthwith re-enter the premises and
repossess himself thereof, and remove all persons and effects
therefrom, using such force as may be necessary without being
guilty of trespass, forcible entry or detainer or other tort.
Reletting by 19. Landlord, as Tenant's agent, without terminating this
Landlord lease, upon Tenant's breaching this contract, may at Landlord's
option enter upon and rent premises at the best price obtainable
by reasonable effort, without advertisement and by private
negotiations and for any term Landlord deems proper. Tenant shall
be liable to Landlord for the deficiency, if any, between
Tenant's rent hereunder and the price obtained by Landlord on
reletting.
Exterior 20. Tenant shall place no signs upon the outside walls or
Signs roof of the leased premises except with the written consent of
the Landlord. Any and all signs placed on the within leased
premises by Tenant shall be maintained in compliance with rules
and regulations governing such signs and the Tenant shall be
responsible to Landlord for any damage caused by installation,
use, or maintenance of said signs, and Tenant agrees upon removal
of said signs to repair all damage incident to such removal.
Entry for 21. Landlord may card premises "For Rent" or "For Sale"
Carding, thirty (30) days before the termination of this lease. Landlord
etc. may enter the premises at reasonable hours to exhibit same to
prospective purchasers or tenants and to make repairs required of
Landlord under the terms hereof, or to make repairs to Landlord's
adjoining property, if any.
Effect of 22. No termination of this lease prior to the normal ending
Termination thereof, by lapse of time or otherwise, shall affect Landlord's
of Lease right to collect rent for the period prior to termination
thereof.
Mortgagee's 23. Tenant's rights shall be subject to any bona fide
Rights mortgage or deed to secure debt which is now, or may hereafter
be, placed upon the premises by Landlord.
No Estate 24. This contract shall create the relationship of Landlord
in Land and Tenant between the parties hereto; no estate shall pass out
of Landlord. Tenant has only a usufruct, not subject to levy and
sale, and not assignable by Tenant except by Landlord's consent.
Holding Over 25. If Tenant remains in possession of premises after
expiration of the term hereof, with Landlord's acquiescence and
without any express agreement of parties, Tenant shall be a
tenant at will at rental rate in effect at end of lease; and
there shall be no renewal of this lease by operation of law.
Attorney's 26. If any rent owing under this lease is collected by or
Fees and through an attorney at law, Tenant agrees to pay ten percent
Homestead (10%) thereof as attorneys' fees. Tenant waives all homestead
rights and exemptions which he may have under any law as against
any obligation owing under this lease. Tenant hereby assigns to
Landlord his homestead and exemption.
Rights 27. All rights, powers and privileges conferred hereunder
Cumulative upon parties hereto shall be cumulative but not restrictive to
those given by law.
Service 28. Tenant hereby appoints as his agent to receive service
of Notice of all dispossessory or distraint proceedings and notices
hereunder, and all notices required under this lease, the person
in charge of leased premises at the time, or occupying said
premises; and if no person is in charge of, or occupying said
premises, then such service or notice may be made by attaching
the same on the main entrance to said premises. A copy of all
notices under this lease shall also be sent to Tenant's last
known address, if different from said premises.
Waiver of 29. No failure of Landlord to exercise any power given
Rights Landlord hereunder, or to insist upon strict compliance by Tenant
with his obligation hereunder, and no custom or practice of the
parties at variance with the terms hereof shall constitute a
waiver of Landlord's right to demand exact compliance with the
terms hereof.
Time of 30. Time is of the essence of this agreement.
Essence
Definitions 31. "Landlord" as used in this lease shall include first
party, his heirs, representatives, assigns and successors in
title to premises. "Tenant" shall include second party, his heirs
and representatives, and if this lease shall be validly assigned
or sublet, shall include also Tenant assignees or sublessees, as
to premises covered by such assignment or
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sublease. "Agent" shall include third party, his successors,
assigns, heirs, and representatives. "Landlord", "Tenant", and
"Agent", include male and female, singular and plural,
corporation, partnership or individual, as may fit the particular
parties.
Special In so far as the following stipulations conflict with any of
Stipulations the foregoing provisions, the following shall control:
32. Landlord shall furnish, at no expense to Tenant, lights,
electricity, gas, hall and stair alarm and janitorial service as
presently furnished in the building. Landlord shall maintain
heating and air conditioning units.
33. Tenant shall have the right to renew this lease for 2
years by giving 60 days notice. Rental shall be the rent
specified in this lease increased by the increase in the C.P.I.
over the term of this lease.
This lease contains the entire agreement of the parties
hereto and no representations, inducements, promises or
agreements, oral or otherwise, between the parties, not embodied
herein, shall be of any force or effect.
IN WITNESS WHEREOF, the parties herein have hereunto set
their hands and seals, in triplicate, the day and year first
above written.
Signed, sealed and delivered as Xxxxxx X. Xxxxxx
to Tenant, in the presence of:
By:/s/Xxxxxx X. Xxxxxx
------------------------------- -------------------------------(Seal)
(Landlord) President
------------------------------- -------------------------------(Seal)
Notary Public (Landlord)
Signed, sealed and delivered as American Medical Alert, Corp.
to Tenant, in the presence of:
By:/s/Xxxxxxx X. Xxxxxx
------------------------------- -------------------------------(Seal)
(Tenant) Exec. V.P.
------------------------------- -------------------------------(Seal)
Notary Public (Tenant)
Signed, sealed and delivered as LaVISTA REALTY CO., INC.
to Agent, in the presence of
By:/s/
------------------------------- -------------------------------(Seal)
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